Form 8-A 08.22.12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PUSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

ON ASSIGNMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware
 94-4023433
 (State of Incorporation or Organization)
(I.R.S. Employer Identification No.)
                        
26745 Malibu Hills Road, Calabasas, California
91301
(Address of principal executive offices)
(Zip Code)
                                  

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered
Name of each exchange on which
each class is to be registered

Common stock, $0.01 par value per share
New York Stock Exchange
                

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X]

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A. (d), check the following box. [ ]

Securities Act registration statement file number to which this form relates: (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act: None








INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.    Description of Registrant’s Securities to be Registered.

The description under the heading "Description of Capital Stock" relating to the Registrant's Common stock, $0.01 par value, contained in the Prospectus included in the Registrant's Registration Statement (No. 33-50646) on Form S-1 (the "Registration Statement"), as amended by any amendments to such Registration Statement, and by any prospectus filed pursuant to Rule 424(b) of the General Rules and Regulations under the Securities Act of 1933, as amended, is incorporated herein by reference.


Item 2.    Exhibits.

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on the New York Stock Exchange LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Exchange Act.






SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: August 22, 2012
 
On Assignment, Inc.
 
 
 
 
 
/s/ James L. Brill
 
 
James L. Brill
 
 
Senior Vice President, Finance and Chief Financial Officer